Representation and Warranty Clause Example with 5 Variations from Business Contracts

Representation and Warranty. The Borrower hereby represents and warrants that (i) as follows as of the Effective Time: a) The Borrower has taken all necessary corporate or other organizational action to authorize the execution and delivery of this Agreement and performance of the Credit Agreement, as amended by this Agreement. Each of this Amendment and the Credit Agreement, Agreement as amended hereby, constitute its legal, modified hereby constitutes the valid and binding obligation and are of the Borrower, enforceable ag...ainst it in accordance with their respective its terms, subject to applicable except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting of general application relating to the enforcement of creditors' rights generally rights; and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; (ii) all of the b) The representations and warranties of the Borrower set forth contained in Article V of the Credit Agreement (except the representations and warranties in Sections 5.04(d) and 5.05 of the Credit Agreement, as amended hereby, and to any matter which has heretofore been disclosed in writing by the other Loan Documents are Borrower to the Lenders by written notice given to the Administrative Agent), shall be true and correct in all material respects (provided that (i) if a representation or warranty is qualified by materiality or Material Adverse Effect, then it shall be true and correct in all respects, and (ii) the representation and warranty made in Section 5.15(a) of the Credit Agreement is true and correct in all respects) on and as of the date hereof (except to the extent Effective Time (or, if such representations representation or warranties specifically relate to any warranty speaks as of an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date) date). c) No Default exists immediately prior to and (iii) no Default immediately after giving effect hereto. 21 4. Reference to and Effect on the Credit Agreement. a) This Amendment shall be deemed to constitute a Loan Document for all purposes and in all respects. Upon the effectiveness hereof, each reference to the Credit Agreement in the Credit Agreement or Event of Default under any other Loan Document shall mean and be a reference to the Credit Agreement, as amended hereby. b) Each Loan Document and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed. c) THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. Except with respect to the subject matter hereof and the changes contemplated hereby, has occurred the execution, delivery and is continuing on and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the date hereof. Administrative Agent or any Lender, nor constitute a waiver of any provision of the Credit Agreement, the Loan Documents or any other documents, instruments and agreements executed and/or delivered in connection therewith. View More

Representation and Warranty. The Borrower hereby represents and warrants that (i) this Amendment and the Credit Agreement, as amended hereby, constitute its legal, valid and binding obligation and are enforceable against it in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; (ii) all of the repres...entations and warranties of the Borrower set forth in the Credit Agreement, as amended hereby, and the other Loan Documents are true and correct in all material respects on and as of the date hereof (except to the extent such representations or warranties specifically relate to any earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date) and (iii) no Default or Event of Default under the Credit Agreement, as amended hereby, has occurred and is continuing on and as of the date hereof. 5 4. Effect on the Credit Agreement. (a) Upon the effectiveness of this Amendment, on and after the date hereof, each reference in the Credit Agreement to "this Agreement," "hereunder," "hereof," "herein" or words of like import shall mean and be a reference to the Credit Agreement, as amended and modified hereby. (b) Except as specifically amended above, the Credit Agreement, the other Loan Documents and all other documents, instruments and agreements executed and/or delivered in connection therewith, shall remain in full force and effect, and are hereby ratified and confirmed. (c) The execution, delivery and effectiveness of this Amendment shall neither operate as a waiver of any rights, power or remedy of the Administrative Agent or the Lenders under the Credit Agreement or any other Loan Document, nor constitute a waiver of any provision of the Credit Agreement or any other document executed in connection therewith. View More

Representation and Warranty. The Borrower Each Reseller hereby represents and warrants that (i) this Amendment and Reaffirmation and the Existing Credit Agreement, Agreement as amended hereby, hereby constitute its legal, valid and binding obligation and are enforceable against it in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered i...n a proceeding in equity or at law; (ii) all of the representations and warranties of the Borrower such Reseller set forth in the Credit Agreement, as amended hereby, and the other Loan Documents Agreement are true and correct in all material (or in all respects if qualified by materiality) respects on and as of the date hereof (except to the extent such representations or warranties specifically relate to any earlier date, in which case such representations and warranties shall have been true and correct in all material respects (or in all respects if qualified by materiality) as of such earlier date) and (iii) no Default or Event of Default under the Credit Agreement, as amended hereby, has occurred and is continuing on and as of the date hereof. View More

Representation and Warranty. The Each Borrower hereby represents and warrants that (i) this Amendment and the Existing Credit Agreement, Agreement as amended hereby, hereby constitute its legal, valid and binding obligation and are enforceable against it in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or... at law; (ii) all of the representations and warranties of the such Borrower set forth in the Credit Agreement, as amended hereby, and the other Loan Documents Agreement are true and correct in all material (or in all respects if qualified by materiality) respects on and as of the date hereof (except to the extent such representations or warranties specifically relate to any earlier date, in which case such representations and warranties shall have been true and correct in all material respects (or in all respects if qualified by materiality) as of such earlier date) and (iii) no Default or Event of Default under the Credit Agreement, as amended hereby, has occurred and is continuing on and as of the date hereof. View More

Representation and Warranty. The Borrower Each Loan Party hereby represents and warrants that (i) this Amendment and the Credit Agreement, as amended hereby, constitute constitutes its legal, valid and binding obligation and are is enforceable against it in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or... at law; (ii) after giving effect to this Amendment, all of the representations and warranties of the each Borrower set forth in the Credit Agreement, as amended hereby, and the other Loan Documents Agreement are true and correct in all material respects on and as of the date hereof (except to the extent such representations or warranties specifically relate to any earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date) date); and (iii) after giving effect to this Amendment, no Default or Event of Default under the Credit Agreement, as amended hereby, has occurred and or is continuing on and as of the date hereof. continuing. View More